Not the Villain
by Girl-of-Action
Summary: What if Ant-Man wasn't the only recruit Hawkeye brought with him for the big showdown? A small-town hero labelled a villain and already on the run from the government, Danny Phantom is more than open to the idea of joining the Captain's team when given the chance.
1. Chapter 1: Meeting the Team

When a white van drove up into the battle torn street bellow, Danny naturally expects the worst. GiW would jump out in a rush, ecto-guns blazing at the green eyed Phantom floating above them. What he does not expect is for the door to swiftly slide open and a voice he didn't think he would hear again speak up. "Hey, kid, wait!"

"Agent Barton?" Danny sputters, losing his invisibility in his shock. A smile quickly makes its way to Danny's lips for the only agent that Danny will ever call 'friend'.

"What _happened_ here?" comes a mumbled, feminine voice that Danny only picks up thanks to his super hearing. Floating down to street level, the Phantom hero is surprised to see a familiar woman there.

"And Scarlet Witch," he says out loud. Of course he recognizes her, even though he has never meet her in person- she has only been all over the news for the past several weeks. He instantly feels a pang of sympathy at the thought. He knows all too well what bad publicity can do for a person.

"That's me," she agrees, looking up at the floating boy with… curiosity. That's it. No anger, fear or overwhelming awe. It's refreshing, to say the least, and the fact that she is completely gorgeous doesn't hurt Danny's opinion of her either.

A soft snort comes from the driver's seat. "Are you two going to stare into eachother's eyes all day, or is Danny going to get in so we can leave before any _unfriendlies_ show up?"

Danny flushes green (thanks, ectoplasm) at the reprimand, but swiftly phases through the roof of the van before anyone notices. The Scarlet Witch meanwhile gives Danny a funny look as she slides the van door closed with her powers. Agent Barton starts the vehicle, full speed ahead, as soon as the door closes. "You know, you could have just gone through the open door…." Scarlet Witch points out dryly, but he notices the playful smirk tugging at her lips.

Danny returns the smirk. "Nah, I'm good," he comments offhandedly with a light shrug, settling into the seat, or trying to anyways. "Um, who's he?" The boy asks, poking at the leg of a snoring man splayed across the back seats.

"I don't really know- he fell asleep practically as soon as he came in and we told him the situation. Clint?"

"He goes by Ant Man. He has the ability to become really small and really strong- He'll also be helping us out, and that's all you kids really need to know about him right now."

"Um, ok," Danny says a tad awkwardly, shrugging. "And what exactly have I been kidnapped to help you with?"

"What? You haven't been kidnapped." Clint sounds amused, but distracted.

"Right. A strange man asks a kid just minding his own business to hop into his big van. No big deal."

The agent groans. "Do you really have to imply something like that?"

Danny just chuckles. "So why _did_ you come and pick me up? And aren't you, like, uh, retired? Why all suited up?"

"Haven't been keeping up with the news, have you?"

Danny makes a hmph sound, crossing his arms in a childish pout that makes the Scarlet Witch arch an eyebrow in amusement. What he says next however is less childish, and more steeped in bitterness. "Hard to keep up with the times when I'm being hunted, both in human and ghost forms." The last thing he heard was of the scandal with the Scarlet Witch in… Africa, was it?

"You're saying you're both human and ghost? Alive and dead? That's possible?" Scarlet Witch voices her thoughts out loud (not in disbelief), sitting up straighter.

Danny shrugs, running a gloved hand through his white locks. "Seems so, though don't ask me how. The only one who might know just so happens to be one of the reasons I'm being hunted." He grimaces, eyes glowing a brighter green just thinking of the man, but then dulls at the thought of the main reason- his parents. Both scientists and ghost hunters, when they found out his secret they became convinced that their precious boy is being overshadowed (possessed) by that 'evil spook Phantom'. They want to 'save' him by ripping him apart. Jazz, Danny's older sister, is trying to make them see reason, but so far no luck.

"Tough luck, kid. Who is he?" This is from Agent Barton, drawing back Danny's attention to their conversation.

"Vlad Masters," Danny announces, pleased to talk to someone who believes in him beyond that of his sister, closest friends and generally young fans. "The most crazed up fruitloop out there… Well, besides Loki from what I hear, anyways."

"Vlad Masters as in the billionaire Vladimir Masters? Head of DALV, Vlad CO and Axion Labs?"

"Yep," Danny says, popping the p. "But you forgot 'mayor of Amity Park', my hometown."

Agent Barton gives a slow whistle. "You have worse luck than I first thought."

"No kidding," Danny says with a slight scoff.

"This is all very interesting, but shouldn't we fill him in on what's going on?" The Scarlet Witch puts her two cents in.

"Yes, please," Danny adds.

"Right," Barton responds, and he does. A few minutes later Danny is sitting in the back seat in human form, having pushed 'Ant Man's' feet to the side and 'gone human' as he likes to call it. The boy's mind churns with the new information he's been given, now icy blue eyes sparkling in thought as he runs a hand through his raven black hair.

"Sooo…" He drawls. "Basically, there is a secret plot to frame this guy, who in the past has already done some seriously bad stuff 'cause of evil Nazi mind control… This dude just so happens to be Captain America's childhood best bud, and was naturally busted out asap because of that. Now half the avengers are siding with the Cap to put a stop to the bad guy's plan of reviving some super crazy, kick-butt Nazi agents… While the other half of the avengers sold their souls to the devil (or government, whatever) in order to relieve guilt, and now are blindly following their orders of stopping the people trying to save Earth. Did I get that right?"

Agent Barton and the Scarlet Witch share a glance. "Basically," the chorus.

Danny shrugs. "'Kay, I'm in."

The Scarlet Witch, who was about to say something else, shuts her mouth at this. She blinks owlishly at him. "That's it?" she asks.

"That's it," Danny answers, sliding out his modified Fenton Fhone (way to go, Tucker) in order to send a quick update to Team Phantom (consisting of his two friends and sister). "Beat up the bad guys. Help the good ones. Knock some sense into the stupid ones. Sounds pretty straightforward to me. So, since we got that cleared up, I'm gonna take a nap. Wake me when we get there?" He requests while putting his phone away. Agent Barton agrees to do so, thanking Danny meanwhile. "No problem. Besides, I still owe you one." With that, Danny climbs into the row of seats at the very back and collapses, a near mirror image of Ant Man knocked out in a row in front.

"I don't know whether to be impressed by the type friends you keep, or worried," Scarlet Witch remarks in a hushed tone to the agent.

Barton returns in good humor. "I'd go with impressed. You're one of them, after all."

* * *

When Danny and Ant Man finally got properly introduced, it was short and to the point.

"Er, why is there a kid snoring in the backseat?" Ant Man shout-whispered. Groggily, Danny sits up and introduces himself. "Danny Phantom, huh? I thought you'd be…"

"Taller?" Danny guesses.

"Dead-er," Ant Man corrects.

"Well, I was." Ant Man waits for him to elaborate. Danny does not, much to Ant Man's incredulousness.

"So, what then? Just decided to give Death the finger one day and come back from the grave?"

"Pretty much."

Ant Man paused, then grinned. "I think I like you."

"Thanks?"

And that was that. Half an hour later Danny is waiting to be introduced to the rest of his new team at the garage of some airport. He sits quietly and invisibly from inside the open van as Ant Man fanboys over Captain America. In all truthfulness, Danny is relieved that Ant Man went first. It gives Danny sometime to collect himself and avoid embarrassing himself like Ant Man is doing. Captain America… He's always been an idol to Danny. The idea that a whimp like him could someday become a brave, kind-hearted hero? It inspired Danny, and when the boy got the chance to do the same after the lab accident that turned him half-ghost, he did just that.

"Where's the other recruit you mentioned, Clint?" Danny perks up at the blatant reference to him.

Stepping out of the van, Danny turns visible. "Right here," he says. Danny is impressed that besides the slight widening of his eyes, the Captain doesn't seem surprising by his sudden appearance in the least.

Instead he grimaces, and directs a glower towards Clint. "You didn't say he would be a kid," the man says coolly, causing Danny to frown too. His concerns are somewhat abated by what happens next though. It turns out that the Captain isn't underestimating Danny's ability, only upset at having a 'young kid like him forfeit a respectable life and fight in a war that shouldn't be his own'. Danny hears Captain America's every word as he took Agent Barton aside for a quiet, but fierce debate. Still keeping an ear open, Danny takes in the responses of everyone else. The Scarlet Witch is staring at the quietly arguing pair, biting her bottom lip and looking like she really wants to interrupt. Ant Man still has that glazed, awe-struck look in his eyes while gazing at the Captain. Falcon seems to have the same concern over Danny being involved, looking at the younger male with blatant protectiveness and disapproval. Lastly is the infamous 'Winter Soldier', who Danny for the (after)life of him, just can't get a read on. The man's face is perfectly schooled.

Deciding that he's had enough of the adults' arguing, the seventeen year old boy musters his courage and marches right up to his idol. "Goin' ghost," Danny mutters, transforming into his ghostly alter ego.

"Wow," Falcon mutters, Ant Man saying something much the same. The Scarlet Witch takes a step back at the flash of light that occurs, even though she has already seen it, and the Winter Soldier stiffens, appearing ready to spring into action if need be. Agent Barton has a small, sly smile and Captain America's jaw tightens, but other than that keeps his surprise well under control.

Danny takes in a now unneeded breath and begins. "My name is Danny Phantom. I'm half human, half ghost. I can disappear," he demonstrates, "fly," he floats upward, "go through solid objects," he dips down through the floor, "and much more," he finishes while coming up again. "Yeah, I'm seventeen, but I also have two years worth of experience and fight enemies with decades or more years of experience than me on a near daily basis. I'm not saying I know everything, or know exactly what I'm getting into, but I believe I know enough. Most importantly, I want to help. Plus, I already have the government after me with a vengeance, so this won't really change a thing… Besides having the chance to do some real good, of course." With this, Danny holds his breath, having said all he can think of. Besides, anything more and it might turn into a full-blown speech.

"You said you've been on the run already…?" The captain asks slowly, and Danny latches onto the thoughtful comment.

"Yes, sir," the boy is quick to comply. "They're called the GiW. After the Ecto-control Act, they've been given the right to experiment," Danny says the word with heavy disgust, "on me and anyone like me." Danny refrains from saying ghosts in front of humans, irritated by how people would sometimes cling to the word… like it's proof of how Danny wasn't human, and so it was ok to hunt and dissect him.

"I've heard of that," Falcon remarks, stepping forward with a flicker of emotional pain on his face, before he regains composure. "I didn't know what to think of it- or ghosts- at the time, so I just ignored it." A pause. "I'm sorry," he says a moment later, tone soft and sincere. Danny nods, giving a grateful smile.

"Kid-" Captain America cuts himself off. "Danny," he corrects, and Danny smiles. "We'd be honored for you to join us," he informs seriously, extending a hand. Danny's smile grows, shaking the offered hand.

"The honor's all mine, Captain." _Ancients, I sound cheesy…_ But it's true, and it's the best thing to happen to Danny in weeks.

That's when the alarm goes off.

* * *

 _Just like the Cap said would happen._ Danny thinks with no little excitement, flying invisibility and intangibility up to the guy in a red jumpsuit chatting on about his landing on his landing on the truck. _The first thing they did was go for his shield._ The only thing, or person as it is, that the captain didn't account for is the dude Danny is currently sneaking up on. _Was that web that shot out of his hand? And he said his name is Spider-man? Weird, but whatever._ "I'll be taking that back~" Danny announces in a cheerful voice while turning the shield intangible and snatches it away.

"What? Hey!" Spider-dude shrieks, attempting to snatch it back and stunned whenever his hand passes right through the shield. Danny swiftly returns to the Captain's side, becoming visible and tangible once more. He hands back the shield to its proper owner, sporting a smug, self-satisfied smile that only multiples at his icon's look of approval.

"Dragging kids into this, Captain? That's not like you." The War Machine comments in disapproval, but surprisingly Iron-man says nothing. Danny was sure the quip would have come from the latter. Then again, Danny was sure he wouldn't be on the "sell your soul" team in the first place.

Brushing that aside, Danny is quick to cover for the Captain with boyish grin. "Age doesn't matter all that much when you're dead, sir. Who'd've guessed?" He comments flippantly, floating some feet off the ground while crossing his arms. Danny tries to ignore that one guy with the cape- Vision? - who is giving him a weird look. It isn't just that, but his very core seemed to become colder in response to the entity's presence. In fact, inexplicably, Danny feels like going human, but manages to resist the weird urge.

"What is that supposed to mean?" Iron-man questions, more bewildered than demanding for the time being.

Vision delicately clears his throat. "I believe he means to say that he is a ghost."

"Phantom." The Black Widow suddenly speaks up, appearing unnerved, but determined. "You're Phantom. Level eight ectoplasmic entity." Danny is about to respond to that when she continues. "Oh, Steve, do you know what you're dealing with?" Danny's eyes flash bright green, bristling at the oh-so-concerned question.

"I'm not a _what_ ," he bites out, instantly disliking this lady. _I can definitely see why she is standing on that side._

Danny feels a comforting hand on his shoulder before he can snap out anything else. The ghost boy looks down at the red, white and blue hero. Nodding, he floats down and steps back, letting the Captain retake the lead. "I do," Steve speaks up solemnly. "I'm dealing with someone just like us. Someone who does his best to do good, and _has_ done a lot of good, but is feared and hunted because of what he _could_ do instead." Danny feels his throat construct, and is sure his eyes would be watering if he was in human form. Vaguely, the sixteen year old hears Iron-man respond just as solemnly, and just as resolutely- explaining for the last time how the people have good reason to fear and hunt them if they do not listen to the people… But Danny tunes him out. The young hero knows this song and dance all too well. What some people can't control, they'll lash out at instead, even if what they are lashing out at does their darndest to protect them. It isn't right- and it never will be.

On that cheery note, the battle begins.

 **Girl-of-Action- I might add a chapter or two more to this, but I'm not sure how good I am at portraying the Marvel characters. I've only watched the movies, so tell me what you think? Thanks for reading!**


	2. Chapter 2: First Clash

**Girl-of-Action- Forgot to put this in the first chapter, but as you all know, I don't own Danny Phantom or Marvel and never will. *sad face***

* * *

Danny flies forward in a rush, ectoplasm thrumming through his being in place of adrenaline. Captain America is to his left and Agent Barton is to his right. Ant-Man is nowhere to be seen, a literal ace up their sleeve as he clings to Captain America in his tiny form. The plan is to get him into Iron-man's armor, and knowing Mr. Stark would go after Steve from the get-go, Ant-Man is with him. Hopeful in their hastily constructed plan and confident in his new friends, Danny picks up the speed. "They're not stopping!" Danny hears Spider-Man comment nervously, and the ghost boy guesses that this is the other's first major battle. Danny is not so nervous- the battle against Pariah Dark was much more intimidating and on a much larger scale.

"Neither are we," is Iron-Man's reply in determination, a determination mirrored by the opposing team. Neither side is backing down, and the participants resign themselves to the fact.

Danny concentrates on his target. Who is his target? A dangerous, feline-looking guy in all black... The dreaded, infamous, powerful- Cat-Man. (Phantom's _preeeetty_ sure that's the guy's name. Yep. Without a doubt. There seems to be a theme going on here, after all.) Yet, just as he is about to reach the imposing figure, he is cut off by Vision.

Danny much prefers Cat-Man.

His ghostly core screams at him; just being around this entity in his Phantom persona feels so very wrong. Fear rises up in him, but he transforms the feeling into resolve and raw energy. Quickly charging up a ball of flaming, green ectoplasm in his right hand, he lets it loose at the man, who dodges easily. "Please hear me out, Phantom."

"Sorry, not interested," the green eyed boy replies mildly, at ease tone at complete odds with the emotions churning inside of him. He ignores them however in favor of sending several more ectoblasts in quick succession. Vision has a close call with one of them, but otherwise has no troubles dodging. The emotionally-charged ectoblasts leave mini craters in the concrete below.

"I know you've been convinced by yourself and others that what you are doing is right, and I realize that you are afraid of the government for a good reason... but please understand that there is another way. Signing the accords will be a show of faith towards the people. An agreement can be made- the government will stop hunting you and you will be surrounded by friends. The others and I could protect you until that time."

Danny makes a face. _Is he seriously giving the 'join me' speech? Gotta be kidding me..._ Disappearing from visibility, he bursts forward near full speed (around two hundred miles per hour or so). He slams into Vision, the man given no time to dodge. Vision is thrown down to the concrete and skids, yet barely gives a grunt, much to Danny's mounting frustration. The halfa comes at the man again, remaining invisible, and tosses Vision by his leg through a metal crate. Unfortunately, Vision has caught on to Danny's newest tactic and when the boy comes at him for a third time, he merely goes intangible.

Danny hisses in annoyance, but backs off, returning to visibility. As soon as he does, there is no outward sign of his irritation. In it's place is his usual cocky attitude, and he flashes a bright grin at his opponent. "Sorry, dude, but I've been given the whole 'join me' speech before and I'm not buying into it. These things always have too high of a price, and I'm not willing to sell my soul for a bit of peace."

"No, Phantom, it's not selling your soul," Vision pleads with the boy. "It's compromising for the sake of peace. It's taking responsibility for mistakes, and helping ensure that new ones won't be made."

Danny is stunned by the naivety this man is showing, and almost forgets the feeling of _wrongness_ surrounding him for a brief moment. "Man, you really just don't get it, huh?" He shakes his head in mock disappointment.

Vision arches a nonexistent eyebrow. "Please, elaborate."

"There is no way to make sure that mistakes won't be made. With or without people breathing down our necks, people will get hurt, and we'll be blamed- whether because we acted wrongly or didn't react fast enough. Even just being in the general area can get you condemned- when people are hurting and scared, they need someone to point their finger at. Think your buddies in the government will help you then, when worst come to worse?" Danny snorts at the thought as he quickly blocks blow from Vision, surprising him when Phantom manages to hold his own under the intense force. They have been fighting the entire time Danny was talking, although both combatants have been holding back somewhat to let Danny say his piece. "Not a chance," the ghostly hero goes on, following up on his block with a roundhouse kick that Vision himself blocks. "They'll want, _need_ , a scapegoat- and you and your friends will be the perfect sacrifice!"

The powerful declaration does little to change his opponent's beliefs. Only a strong sense of pity surfaces in Vision, pity for the young entity standing across from him. Vision flies backward to get some space in between them, and shakes his head sadly. "I'm sorry to hear you have such little faith."

Danny rolls his toxic green eyes, backing up too and crossing his arms. "My faith is in individuals that I know and believe in- not in the faceless masses or politics-steeped bureaucrats. I'll protect the people, but I'll never give myself over to them," he elaborates stubbornly, glowering at Vision. Danny normally avoids philosophical debates like the plague (especially in fights), but when he does get into one, he doesn't back down.

"We're not the villains." Vision tries one more time, hoping to at least have Phantom sit the battle out, if nothing else.

Danny only sighs, weary of this conversation. "They hardly ever think they are," he mutters, remembering his own arch enemy. _I'm not the villain here, Daniel. The only thing I've ever wanted… is love._ The surprisingly sappy admittance from the usually cold and arrogant man had surprised his young nemesis, and kept the boy up for several nights after.

"There is nothing I can say to convince you, then?" Vision inquires, sounding just as weary.

Danny straightens, getting into a front stance mid air. "Nope," he confirms with his usual cocky attitude returned, popping the p.

"...Very well." Without any further warning, a beam of bright yellow light erupts from the man's _forehead_ , heading straight for Danny! Reacting on pure ghostly instinct, the teen goes intangible, only… it doesn't help, not really. Pain erupts through the young boy's very being, and it feels like he's being burned from the inside out. That sense of _wrongness_ he's been feeling reaches a crescendo, and that's what does it _._ He screams, yet doesn't hear a sound. His ice core convulses in agony at the intense heat, and Danny loses his ability of flight. He falls toward the ground. This is a blessing in disguise, as it takes him out of Vision's line of fire.

"Danny!" Steve and Clint shout, Steve fighting Iron-Man and Clint fending off a tag team of Black Widow and Black Panther. They recognize Danny as the source of the scream, but are too caught up in their own fights to lend him a hand.

"Jesus!" Ant-Man yelps, having been thrown from Iron Man's suit and reverted to normal size a few moment before… Only to see Danny getting shot right through with a beam of intense light, and consequently falling hard to the ground. He sprints to the boy's side. To Ant-Man's pleasant surprise, there is no gaping hole through Phantom's stomach- but that doesn't mean that he isn't in pain. Danny lays there, eyes unseeing and squirming in what is obviously intense pain. "Ah, damn. What can I do to help? Kid, what can I do?" But Danny doesn't answer. There is no way for Ant-Man to help him, and he is in too much pain to explain that to the man right now.

Just then, Vision sets down a few feet in front of the pair. Ant-Man stiffens, face paling underneath his helmet. He doesn't know what he can do against an opponent like the Vision. Maybe he should just grab the kid and try to run? Emphasis on the try? _Maybe if I shrink the kid and me I can-_ "H-heh…" Ant Man leans down, trying to hear what Danny is struggling to say. "I-is it just me, or i-is it-t hot o-out here?" Ant-Man stares. Whatever he expected Danny to say- that wasn't it. Danny forces himself onto his elbows with the help of his ally and cranes his neck towards the approaching Vision. "M-maybe we should all j-just _chill_ out?"

Vision pauses, pursing his lips. "Are you surrendering?"

Danny smacks a hand harshly against the concrete below, white bangs shadowing his eyes. A sardonic smile twists at his lips. "Not a chance," he rasps, ice bursting from the ground at the same time to surround one of Vision's feet. Vision attempts to tear his foot away from the ice with his formidable strength, and despite the ghostly element's enhanced properties, it begins to crack… Before it can shatter though, more ice quickly appears, crawling up the man's legs and now to his torso. Becoming more alarmed, Danny sees the man go intangible. Phantom smirks, his own form having stopped shaking. He slowly stands as Ant-Man does the same, and the latter must admit… Phantom lives (or, er, exists?) up to his name. Glowing an eerie blue color, he looks in all sense of the words like a vengeful specter.

Soon, Vision is encased in ice, his intangibility having strangely (for him) failed to surpass it. Danny allows himself a moment to celebrate, having hoped his ice would work the same with the Avenger as it does with ghosts- being unaffected by intangibility. _Oh yeah! Wait until I tell Tucker, Sam and Jazz about this!_ But of course, the moment Danny starts to celebrate, Murphy's Law has to strike back. The gem on Vision's head starts to glow a fierce yellow. Danny's eyes goes wide. "Uh-oh," the boy mutters, feeling like he is in the headlights of a sixteen wheeler blaring towards him, terrified yet rooted in the spot.

"Move!" Ant-Man urges, tackling the younger male just as that beam of light erupts from its icy prison. It burns a hole in the area Danny just occupied and begins to swing toward them. Ant-Man scrambles to regain his footing, but Danny forces him back down to his side.

"I got this!" Phantom proclaims with as much confidence as he can muster. Working as quickly and efficiently as possible, he creates an ectoplasmic shield for them. It's the strongest he's ever made, and much to his relief, it holds when hit by the beam… But for how long? Danny's ghostly form shakes with the effort, small bursts of ectoplasm erupting from the tips of his fingers and other parts of his body as he deals with the strain. _How long can the guy keep up this level of attack?! He doesn't even seem to be tiring, and Clockwork knows that I can't hold this shield for much longer…_ Danny prefers dodging or going intangible during fights. Hardly ever does he have to make a shield this strong. "Okay, maybe I don't got this," he chokes out.

"What?"

"Dang it- run, dude! You can't do anything for me here, and I can't hold this shield for much longer!" Danny closes his eyes tight, bright green still managing to shine through his eyelids. He feels his teammate give his shoulder a reassuring squeeze.

"Hold on a little while longer." And with that, Ant-Man runs off. Danny doesn't know what Ant-Man is planning, but hopes that whatever it is, he does it quick. Danny does _not_ want a repeat of what happened earlier, but is looking more and more like the Amity Park hero will be unable to avoid it. The beam of energy chips away at the stubborn, neon green shield. For those to see it, it is an iconic sight, one they won't forget anytime soon. It is sorta like a powerful ray of sunlight slowly burning away a mostly unyielding mass of fluctuating eerie green light and blackened shadow… For Danny on the other hand, it is like a magnify glass is being held up to a teenie, tiny ant… aka _him_. Suffice to say, it's agony. The only thing worse would be directly being hit by that power, and that thought is the only thing that has kept Danny going for this long...

But then, it just stops.

With the sudden relief of the overbearing pressure disappearing, Danny collapses, the ectoplasm his shield was made of quickly being reabsorbed into his body. The extra energy is much welcomed as Danny opens his eyes, trying to make sense of the blurry image in front of him. Vision is mostly free from the ice and the shattered remains surround him, yet he only stands still. Then Danny notices _her_ \- the Scarlet Witch standing tense next to him, eyes half-lidded in concentration and hands alight with a red energy.

* * *

 **Girl-of-Action- Ok, so the first round of Danny vs Vision didn't go so well for the former, but don't think that means he's out for the count! Danny still has plenty of fight left in him yet! I hope I managed to write a good fight with a fair representation of their powers. Tell me how I could improve, if I didn't.**

 **A quick thank you to the guest who left a review. Thank you for the encouragement, and as you hopefully can see, I have continued. :)**

 **Now a huge, huge thank you to two people-**

 **Okami Princess for being my beta so to speak for this chapter. I appreciate your feedback and encouragement!**

 **And~**

 **The White Titan for actually creating a cover photo for me! This was a really awesome surprise, and I'm very flattered. To see it on deviantart, go to** **thewhitetitan .deviantart art/Not-the-Villain-cover-612842177** **(without the spaces, of course) and be sure to check out some of his other works. They're pretty cool!**

 **Finally, thanks to everyone for reading!**


	3. Chapter 3: A Vocal Fight

**Girl-of-Action- I do not own Danny Phantom or Marvel and I never will.**

 **Quick author's note regarding ages.**

 **Wanda Maximoff / Scarlet Witch- 18**

 **Danny Fenton / Phantom- 17**

 **Peter Parker / Spider-Man- 15**

* * *

Unlike Vision's power, both the sight and feel of the Scarlet Witch's soothes the young halfa. It reminds him of red ectoplasm, only a bit wispier… Danny shakily stands up, gaining strength as he does. Halfas and ghosts in general have a remarkable talent in regeneration, one that is passively being put to very good use now.

"Thanks," Danny rasps. Scarlet gives a curt nod.

"Let me handle him for awhile," she says, then suggests. "Last I saw, Falcon and the Winter Soldier needed some serious help with that 'Spider-Man'."

"Gotcha," Danny returns appreciatively, flying high up into the air to gain perspective. Not too far away Danny sees Ant-Man facing off against the War Machine if the War Machine's frantic smacking of one hand against his other anything to go by. By the looks of War Machine's already heavily battered appearance, this was who the Scarlet Witch was facing before Ant-Man traded off with her. _She sure did a number on that guy…_ Ant Man jeers at the War Machine, calling him 'Sparky', and sure enough the War Machine sparks from the damage already done to his suit. The familiar style banter brings a smile to Danny's face. Danny is liking his new friends more and more...

A loud crash from the main airport building garners the ghost boy's attention. With his excellent eyesight, he immediately sees the Winter Soldier falling from a third story window. Without any hesitation, he darts down to save the Soldier from an especially harsh but nonlethal (for him) fall. Grabbing the man's normal hand, Danny transfers his power of flight to the soldier as well, and a moment later they are both floating weightlessly. The Soldier blinks, expression closed off even now. True to Danny's nature, the ghost offers a cheerful smile. "Gotta say, flying's a real blast, but only the good kind when ya got powers or wings."

One of the Winter Soldier's cheek muscles twitches. "We should get back," he informs quietly at the distant sounds of battle and Falcon's alarmed shout.

Danny clears his throat awkwardly. "Right." He flies up with his new companion to the window he was thrown out of. Glass is everywhere, but underneath the Winter Soldier's combat boots it should not be a problem. Danny sets him down, just in time to see-

Absolutely nothing. The inside of the building is a mess, of course. Line dividers lay ripped, desks cracked, magazine stands toppled, but no sign of either Falcon or that 'Spider-Man.' Danny and the Winter Soldier share a look before walking further inside cautiously. Broken glass crunches underneath the Winter Soldier's boots, but otherwise there is no other sound- "MPH!" Danny tenses, a strange muffled noise barely being picked up by his enhanced hearing. Slowly, he looks up. Up far above, shrouded in complete darkness, is an alarmed Falcon cocooned in what appears to be webbing and with only part of his face showing. Next to him, sticking against the wall, is (surprise surprise) Spider-Man. Spider-Man doesn't react to his discovery, probably thinking that Danny can't see him in the pitch black darkness high above.

Danny casually looks back down as if he hadn't seen a thing, mind whirling. Should he tell the Winter Soldier? Would Spider-Man be able to hear him? _Seems like it's time for some fancy footwork…_ "This place is huge. Maybe we should split up?" Danny casually suggests, trying to gain the Winter Soldier's attention.

"No," is the short, clipped reply. Danny blinks. His companion hadn't even looked back.

Danny flies in front of the Winter Soldier, who frowns at him for blocking his path. "Look, if anything happens I'll be back before you know it. Just give me a holler." Although Danny's tone is at ease, his eyes quickly flicker upwards until the soldier gets the idea. The Winter Soldier pauses, thrown off by the odd behavior, then slightly nods in understanding.

"Fine then." The dark-haired man agrees, being sure to keep his eyes trained straight ahead, as to not give away his newfound knowledge.

Without another word, Danny flies away, quickly rounding a corner and disappearing from view. The Winter Soldier continues his slow, cautious march forward. He has a gun on him, but instead of taking it out he picks up a broken metal line divider stand. He's had enough killing, and only wants to keep Spider-Man at bay until Phantom pulls off whatever he is planning. Spider-Man meanwhile quietly scales down the wall he is on, deciding this is his chance to divide and conquer...

"SURPRISE!"

"HOLY SHIT!" And suddenly Spider-Man is falling, having been yelled at by a disembodied voice and sucker punched by a fist that came _through the wall_. Below him the Winter Soldier readies his makeshift bat, ready to hit a home run so to speak as soon the spider gets close enough. Yet, it isn't to be. Phasing his body out of the wall is Phantom, smiling smugly and not expecting a very fast and strong strand of web to catch him by the chest. He is yanked down too. Danny gives an undignified yelp and finds himself being thrown against the Winter Soldier, who barely holds back from knocking his lights out. Spider-Man lands on his feet a second later.

Face burning green from having his plan backfire on him, Danny raises a hand and immediately releases a barrage of ectoblasts, not even bothering yet to roll out of his awkward position ontop of the Winter Soldier. Not expecting an attack so soon, or to be attacked by neon green balls of light at all, Spider-Man manages to avoid two before a third catches him on the shoulder. It melts his suit there, leaving a nasty burn mark on his shoulder. Spider-Man hisses, flailing his hands some, but there isn't much he can do besides deal with the pain. "Hot, hot, hot-" he chants underneath his breath.

The Winter Soldier shoves Danny off of him and Phantom rolls to his feet. Immediately, Danny falls into familiar, comfortable banter. "What's wrong, Spidey? Can't take the heat?"

"What wrong, Casper? Still sore from that _graceful_ landing?" Spider-Man quips back.

Danny's lips quirk upward, despite himself. Ignoring that comeback, Danny goes on. "Maybe I should cool you off." This time Spider-Man is ready, and easily dodges the-

"Snowball? Did you just throw a _snowball_ at me?"

Danny smiles innocently. "Would you like me to throw _this_ at you instead?" He raises a hand, a spear of ice forming above it.

Spider-Man balks. "Uh, no thanks."

"Then don't complain," Danny chides cheerfully, letting archaic-looking and _sharp_ spear fall to his feet. The Winter Soldier, in all of his wonderful expressiveness, barely twitches a cheek muscle at the sudden appearance of an ice spear. He bends down to scoop up the discarded weapon without a word. Danny momentarily gives his ally a funny look. _Guess it beats the line divider stand he was using,_ Danny reasons.

Distracted, Danny barely has enough time to raise a shield and block an incoming spider web. With a twist of his hand, Danny sends the ectoplasmic shield moving quickly toward Spider-Man. With barely a thought the Spider shoots some webbing against the tall wall to his right and pulls himself up, out of the way of the incoming supernatural energy. "What happened to snowballs?" Spider-Man complains teasingly.

Real laughter slips out before Danny can put a lid on it. "Didn't I _just_ say not to complain?"

"MPH!" Comes a distant noise as Danny and Spider-Man begins to charge each other. _What-? Oh, shoot! Forgot Falcon_ , the ghostly hero thinks embarrassedly and sympathetically. _Poor guy._ Right when Danny and Spider-Man are about to collide and the latter is all pumped up for returning the favor of a sore jaw, Danny disappears. Spider-Man comes to an abrupt halt, searching fruitlessly for his opponent. He doesn't have long to look before he is charged instead by the Winter Soldier, brandishing his new ice spear.

At the same time, Danny is invisibly pulling Falcon free from his spot on the ceiling with the help of intangibility. Falcon struggles in his hold for a second before realising who it is. Danny quickly sets Falcon down. "Damn. I'm going to have this taste in my mouth for _weeks_ , I just know it," Falcon mutters in a disgusted tone.

"You're welcome," Danny reminds, amused.

"Thanks, Danny," Falcon returns with a small smile.

"I'm going after Spider-Man. Can you and Winter Wonder-Man over there go help Agent Barton? Last I saw him, he was taking on both Black Widow and Cat-Man."

Falcon guffaws briefly at the nicknames, but quickly agrees. "Sounds good."

"Cool."

Danny flies back into the fray. Thirty seconds later the brawling pair don't even notice when Falcon and the Winter Soldier sneak out of the ruined building. The teen combatants are too busy firing their respective attacks while weaving and bobbing to avoid their opponent's. Frustratingly enough, it seems they have the same exact battle style, one relying on primarily speed for defense and mainly ranged attacks for offense. This is not to say they're even in all aspects though- not even close. The one time they get in close quarters, both Spider-Man and Danny quickly discovers something. While their adapted hand-to-hand combat forms are on par (with maybe the edge to Spider-Man), Danny surpasses his opponent in terms of strength by far.

After this, Danny attempts to close the distance between them, but Spider-Man has learned his lesson and avoids being cornered within the crumbling building around them. Danny suspects that when it comes to terms of raw speed, he is also superior, but when it comes to making swift directional changes, the spider has him beat. Another thing, weirdly enough, Danny _swears_ that the other boy knows Danny's next move before even he does. _This is more than just a honed battle sense. This is something else altogether._ Spider-Man's new strategy seems to be to wear Danny down, unable to stop the other teen with his webs alone thanks to intangibility. Unfortunately for Spider-Man, the only chance of exhausting Danny is if he uses his ghostly wail, and the ghost boy is nowhere near being that desperate.

Out of all of this though, one thing is certain- This is a vocal fight, if nothing else. Neither combatant can seem to keep their mouth shut, firing off banter as much as they fire off their respective attacks.

"Somebody call an exterminator?" Danny taunts eagerly.

"Somebody call a ghostbuster?" Spider-Man returns easily.

"Dude, stop copying me."

"You're just upset that I'm using your taunts against you, gramps."

"Gramps?! White hair does _not_ mean I'm old."

"Why so upset? I thought age doesn't matter if you're dead?"

"... Touche. You know, you're almost cool."

"Almost?"

"Your suit is a bit of an eyesore. Do red and blue spiders even exist?"

"They do, actually, and your suit isn't an eyesore? Hey, what's black, white and green all over?"

"A kick-ass superhero?"

"I was thinking more 'puking zebra'."

"Oh, haha." Danny says sarcastically, a sly smirk on his own face. _Time for some payback for that little quip._ The half-ghost goes invisible and intangible, working on a new tactic. Invisibility alone doesn't seem to phase Spider-Man in the least, and he still always seems to know exactly where Danny is coming from... but can the same be said with intangibility? Past experience with the retrieving captain's shield and the surprise attack from the wall would say 'no'. Danny gets in close before reverting to tangibility and throwing a few punches. Much to his satisfaction, he's actually able to get in few good hits, one of which sends Spider-Man sprawling to the floor. He's on his feet a split second later, though.

Danny speaks up thoughtfully. "You know, I think I'll call you _Cockroach-boy_. You just don't know when to stay down," is his comment after Spider-man springs up from another surprise attack.

"Actually, I'll take that as compliment. It's called 'perseverance'."

"Really? I call it, 'the delay of the inevitable'." If Danny was in less pressing circumstances, he could honestly and wholeheartedly say that their fight is… well, _fun_. But Danny isn't in less pressing circumstances, and this fight has gone for too long as it is. From the sounds of his teammates' somewhat nervous chatter through his earpiece, they agree.

 _I need to find a way to end this…_

But how to do it without reducing his new frenemy to a bloody corpse?

* * *

Spider-Man lands near silently behind the Black Widow, but she whirls around in a battle stance just the same. She only relaxes fractionally when she realises who it is. At her feet lays a knocked out Agent Barton, a bump on his head and a bit of blood dripping onto the concrete. "It's you. Where have you been?" She asks, eyebrows quirking upward.

Spider-Man plays it cool. "Sorry, got held up inside facing off against Casper."

"You won, then."

"Er, not exactly. I guess he just got bored of me. Went invisible and haven't seen him since."

Black Widow frowns deeply. "That's not good. Phantom could be anywhere."

"Yeah, well… Until he turns up again, where am I needed?" Spider-Man looks around. Not to far away Black Panther is fighting against the Winter Soldier and Falcon and the former isn't doing half bad. Ant-Man is further off, having actually managed to finish off the War Machine, but appears exhausted. He is bent over himself, breathing hard. It looks like he may have cracked or broken a few ribs by the way he is holding himself, in fact. War Machine had not gone down easily. Spider-Man frowns underneath his mask.

"I am about to help Black Panther, and Iron Man and Vision are fine on their own for now. Deal with the man who took down War Machine and be sure to keep an eye out for Phantom. After that, you decide."

"Gotcha." Spider-Man nods, turning around and taking a few steps towards Ant-Man, before unexpectedly whirling back and sending a web towards Black Widow.

Or maybe not so unexpectedly.

Pulling a combat knife out of seemingly nowhere, Black Widow throws herself out of the way of the worst for it. She bats off the few, weak strands that stray too close for comfort. She narrows her eyes dangerously. "I knew it."

Spider-Man, or more accurately Danny Phantom overshadowing Spider-Man, gulps. This lady… The way she looks. The way she looks at _him_ when he's in ghost form... Her obvious martial arts skills and habit of pulling dangerous weapons out of seemingly nowhere… _If her outfit was teal blue instead of black, she could be a younger version of mom,_ Danny thinks with no little amount of fear. He knows very well how dangerous and effective someone like his mother can be, even as a mere human.

 _Get ahold of yourself, Phantom. She's not a ghost huntress! She probably doesn't even have a basic ecto-wrist-ray on her!_

Distracted somewhat by his inner pep talk, it is only Spider-Man's amazing sixth sense and reflexes that saves Danny from Black Widow's first attack, but she doesn't stop there. Undeterred, Black Widow keeps at it, for some reason trying to get close. Spider-Man picks this wonderful moment to attempt to come back to is taken aback by this, even fearful. It is bad enough Danny had to use this power to end their fight quickly… The ghostly hero doesn't want Spider-Man to also have to deal with the terror of being locked away in one's own body, conscious all the while. Never before has anyone besides his best friend Tucker (who has had plenty of practice) been even semi-awake while Danny is overshadowing.

Meanwhile, Danny has to deal with a very pissed off, highly trained agent. He leaps away from Black Widow onto a truck behind him and fires off some webbing-string-thingys at the woman below, hoping to get some breathing room. Danny considers leaving his... host, but quickly pushes aside the thought. If he does that, Spider-man would just come at him again (this time with a real vengeance). No. At least this way, the agent (might) go a bit easier on her ghostly opponent than she would otherwise. For now, the pros of overshadowing outweigh the cons. For now.

But boy is Spider-man's vision is trippy! If Danny weren't used to changing the intensity of his senses in a flash (from the limitations of a mere human to that of an enhanced ghost), he wouldn't be able to handle walking in a straight line, much less fighting anyone. Spider-Man's senses are far, _far_ more detailed than Danny's could ever be. As it is though, Spider-Man's reflexes, sixth sense and other abilities backed up by all the powers of a level eight ghost makes this team a true force to be reckoned with… Even if one of the said team's participants is less than willing.

Black Widow knows this, knows how vastly outmatched she is, knows that for the time being she has no backup... And at the same time, knows that there is no way she is just going to give up.

Plus, she has a plan, and fully intends to follow through.

* * *

 **Girl-of-Action- Ok! So here's the record so far…**

 **Vision vs Danny Phantom = Vision wins**

 **Spider-man vs Danny Phantom = Danny Phantom wins**

 **And now~**

 **Black Widow vs Spider-Man (sorta) + Danny Phantom = ?**

* * *

 **~OMAKE~**

"You shouldn't have come out of retirement," Black Widow informs with a sigh, expertly pinning down Hawkeye to the unforgiving concrete beneath. Black Panther stands behind her with arms crossed, seeming impatient.

"The only thing I shouldn't have done is dodged right instead of left." Hawkeye rebuts resolutely, staring defiantly into his friend's harsh gaze.

Black Widow sighs again. "I really don't want to make a habit of knocking you out, Clint, but you're not giving me much of a choice." And with that she raises a fisted hand- only to quickly roll away from a sharp, pointed object. It manages to give her a nasty cut before she gets out of reach.

Black Widow and Black Panther reflexively fall into battle stances, only to freeze in astonishment at the weapon the newcomer carries. "Where did you get an _ice spear_?" Black Widow is first to blurt out what they are all thinking as Clint quickly jumps to his feet.

"... the airport gift shop." This is said with the straightest of poker faces. The other three combatants stare openly between the stoic Winter Soldier and the impressively crafted spear in his hands. There is no signs of melting, and they can all tell that it is incredibly sharp.

"..."

"..."

"..."

Clint clears his throat after a long, silent moment. "... And you didn't think to get me one because...?"

* * *

 **Girl-of-Action- Bucky doesn't want to inform his enemies of Danny's power of creating ice weapons out of nowhere, so he gives an excuse instead! Of course, Bucky could have chosen to say nothing and continue his offense (as he most likely would have done), but where's the fun in that? I'm not good at humor, and I might be the only one who finds this amusing, but here it is. X3**

 **Speaking of humor, I hope I did well with Spidey's and Phantom's banter! What do you guys think?**

 **Quick response to the guest reviewer called "birdy". I post whenever the stars called "inspiration" and "free time" align, but thanks for the encouragement and reading all the same~**

 **Special thanks to the White Titan for betaing this chapter!**

 **Hope you all enjoyed and thanks for reading!**


	4. Chapter 4: The Two Spiders

**Girl-of-Action- I do not own Danny Phantom or Marvel and I never will.**

* * *

Sending calming thoughts to his half-conscious host during the midst of a battle with someone who looks unnervingly close to his ghost huntress mom is no easy task for the ghost boy, mind you, but Danny manages. Black Widow tries to blind him with some type of smoke bomb-type deal. However, Danny counters it by bringing to play his twister-like power, spinning around and around in place to create winds. It blows the smoke away without a problem. Afterwards, it is a simple task of sending few webs at the stunned agent (who was knocked off her feet by the wind). The tough, thick strands of webbing ties together her arms and legs and brings her down for the count.

Now Danny saunters toward the downed agent, relieved, prideful and smug at his victory. Her earlier comment about him being a 'what' still stings, after all. He grins down at her in victory and seriously considers making a victory pose. Although Black Widow can't see his grin through Spider-Man's mask, she glares just the same. "Well, ma'am, you seem to be in a bit of a _sticky_ situation, and go figure. That fight was just a _breeze_ for me- not that you had a _ghost_ of a chance to begin with." Danny cackles happily, thinking this is _way_ better than a victory pose. Black Widow meanwhile stares incredulously at the terrible puns. Phantom startles her further by cutting his laughter short and bending down to scoop the immobile agent up into his- or, er, _Spider-Man's_ \- arms.

"What are you doing?" she demands, no visible signs of fear. Only anger.

Danny rolls his (sigh, _Spider-Man's_ ) eyes from behind the mask. "I'm gonna take you and Agent Barton somewhere away from the fighting. Duh. Whatever you might think of me, I'm not a monster, and even if being dead isn't _half-bad_ ," His lips quirk upwards, as if telling some inside joke. "-I don't want anyone to die here," he finishes assuredly. Black Widow says nothing further, only pursing her lips tightly in what Danny assumes is frustration. Phantom continues to look down at her thoughtfully, figuring it best to knock her unconscious. She's a resourceful woman no doubt, and would probably find a way out of this if left alone long enough…

Than again, Danny has never knocked out a human before. What if he accidentally kills her? Or gives her irreparable brain damage? _Nah, not gonna risk it. I'll just make her a cocoon with Spidey's web-stuff after I get her out of the way,_ he decides. He starts to move towards Agent Barton-

-and as soon as he does, Black Widow acts. Twisting in his arms, she flings herself closer to Danny's (ugh, _Spider-Man's_ ) chest. To get as close as she needs to be while her arms are tightly bound to her sides, she has to press herself up to Danny/Spidey in what would otherwise be considered and provocative manner. "What-?" Danny wonders, baffled, as she knocks foreheads with him and appears as though she is about to _kiss_ him through Spider-Man's mask! Some people would kill for this chance. Danny? Not only is he in another person's body while this is happening- It's like he's about to kiss his mom. Horrified, he goes to drop her, but not before a sharp sting hits his chest. Then?

Pain.

Electricity courses through Danny's borrowed body, forcing him out of his host and onto his back.

* * *

While Phantom is convulsing a few feet away, a freed Spider-Man groans and crumbles to his knees, Black Widow still in his his arms. Hunched over the lady and breathing hard, he stares unseeingly at the redhead with bleary eyes. It's hard for him to make heads or tails of anything. For the last couple of minutes, he's been in a strange limbo of half-consciousness. There was no feeling of panic, but he _knew_ something was wrong, _very_ wrong, and he was supposed to be doing something important…

Peter groans, a sense of nausea and disorientation washing over him, as well as physical pain. "I feel like I just got hit by truck." He falls to his side as another wave of nausea and pain hits him. He groans again. "Scratch that-" he gasps, trying not to puke. "I've been hit by a truck before, and this is worse. Much worse." Memories assault Peter. He was fighting against Phantom and doing fine, until Phantom just _disappeared_ again from the battlefield. Peter searched fruitlessly for the other, when suddenly it was _freezing_. He'd never been so cold in his life! Then, nothing. Nothing until now.

"-thermos!" Black Widow's voice finally processes.

Peter crinkles his nose in confusion, pushing himself off her. "What?" he asks, thinking he misheard. He pulls back some to look at the redhead- wait, is that _his webbing_? What is Black Widow doing tied up in _his webbing?_ The puzzle pieces come together, and Peter doesn't like it one bit. Peter, as quickly as his shaky hands would allow, starts to rip apart the webbing holding Black Widow bound.

"Grab the-" Suddenly, some type of weird, green goop flies out of nowhere and covers her mouth. Whirling around Spider-Man is overcome by a fierce wave of dizziness, giving Phantom enough time to roughly pick him up like a rag doll.

He stares wide-eyed at Phantom, who only grimaces and offers a short, "sorry," before throwing him across the battlefield. Being thrown across a makeshift battlefield by a super powered ghost is something Peter never had on his bucket list, but for all of its bad something good comes of it. As he is tossed into the air, Peter notices something. He does a doubletake, but sure enough it remains true. There, on the ghost's white utility belt, hangs what looks to be a high-tech thermos. Peter's lips part to make a small o of understanding.

Maybe he hadn't misheard Black Widow earlier after all.

Not that that tid bit will do him any good if he gets sick in his mask or doesn't stop his unexpected flight soon. _This is not the type of impression I wanted to give Mr. Stark!_

* * *

As soon as Phantom throws Spider-Man and turns back around, he is hit by some type of taser courtesy of Black Widow. It sends electrical currents throughout his ethereal body. He lets out a cry through gritted teeth before getting his pain under some semblance of control. Danny hastily scrambles with shaking hands to remove the small device latched onto his side, very nearly dropping to his knees (and if he hadn't had so much practice with Vlad's electrical powers, he would have). Having half-died from electricity two years ago and with his ghostly core being the exact opposite of the element- it is naturally one of Danny's weaknesses, making him more sensitive to it than even the average human.

Being thrown out of his host so suddenly and unwillingly also wasn't a fun experience, not to mention being hit with electricity _again_ almost right afterwards. Danny grits his teeth harder, flinging the electrocuting metal prong with as much force as he can muster. It shatters into countless pieces on the concrete as Danny breaths hard, trying to steady himself, but is unable to as Black Widow fires off another of those devices at him. Danny is forced to dodge or be hit by it. Even though Spider-Man only partially managed to free her, Black Widow is still determined to hurt Phantom.

Suffice to say, Danny is a little peeved.

Danny has been tip-toeing around her (and Spider-Man to a somewhat lesser extent), doing his best to make sure he doesn't harm them _too_ much when it would be so much easier to just turn them into human ice-popsicles… And what does the noble hero get in return for his efforts? Electrocution. Twice. _Where's the gratitude?!_ Danny wails internally while narrowly dodging another one of Black Widow's stunning devices, but on a more bitter note he adds... _When did I get so pathetic?_ Not only did Scarlet Witch have to save him when, if anything, _he_ should be protecting _her_ , but now he can't even pin down two non-ghost hunters humans for more than a couple of minutes. _Scarlet did not save my sorry butt just so I can look like a total_ _idiot_ _against two people who don't even have a single piece of ghost hunting equipment to share in between them!_

Expression stormy and jaw set, Danny sends a couple of weak ectoblasts at Black Widow. _I need to take down the two spiders and team up with Scarlet against tall, red and eyebrow-less…_ Unable to dodge properly with her legs still bound together, Black Widow tries to roll away and fails to move fast enough.. She is forced fully onto her back, her suit smoking, but the attacks did not have enough power in them to melt the fabric like they did with Spider-Man's. Danny fires another weak ectoblast at her every time he sees her even twitch. She suddenly lays still, _appearing_ knocked out. Danny doesn't fall for the trick. His mind races on what to do next, to keep her out of the battle for good without killing her. _Ok, so, Spider-man's webbing worked pretty well, but I need something better…_

Then it comes to Danny, and he snaps his fingers, grinning almost evilly. _That's it!_ Danny extends his hands, wrinkling his black brows in concentration. _Alright. I can do this. Think strong, sturdy and simple… Strong, sturdy and simple… Strong, sturdy and- ah-ha!_ Danny inwardly cheers in victory. Creating something with his ice core's element is one thing- doing it with his volatile ectoplasm is something else, but he does it. Quickly forming and floating in front of his hands is a long line of green, glowing chains- like something that would be connected to the ghost of Scrooge's old business partner in the Christmas Carol. It would be significantly tougher than even his enhanced ice.

With a wave of his hand, he sends it toward the Black Widow. She abandons all pretense of being unconscious at the first touch of the ethereal chains and attempts to roll away, but of course to no success. _Here comes the next hard part,_ Danny thinks. He mentally severs his connection to the chains, willing with all his might for it to remain afterwards. To Danny's great joy and relief, it does. (He half-expected it not to work). Within moments, the Black Widow had been wound up tighter than a Christmas tree within several strands of decorative lights. _Except less pretty lights, and more eerie glowing chains? Okay, bad metaphor..._

Black Widow shoots Danny a dark look, but is unable to say anything with the ectoplasm still stuck onto her mouth. Danny returns the look with a lopsided smirk before redirecting his attention elsewhere. A quick glance around gives Danny the following information. Captain America is still battling Iron Man with the Winter Soldier's help. It isn't the best match up, with Iron-Man's air superiority and superior fire-power. Then there is the Winter Soldier with only his handgun plus ice spear, and Captain America's with his obvious injury (some sort of internal injury?). Even so, Danny's idol keeps going, fighting more than admirably.

Not to mention the Scarlet Witch, who is _still_ keeping Vision pinned down with her powers, when it only took a few minutes for Vision to have Danny at his limit. War Machine and Hawkeye were knocked out the last time Danny saw them… Danny has to crane his neck some to see the last group. Falcon slumps against a dented metal crate, obviously out cold. He didn't go down easily though, as Cat-Man is both bleeding heavily from one shoulder and slightly limping… Slightly limping towards a regular-sized Ant-Man, who acts like he's about to get into a boxing match. Ant-Man's belt sparks with energy. _That can't be good…_ Danny muses, wondering who he should help next and where the recently dubbed Cockroach-Boy is. _Hopefully gone to sit the battle out, having finally figured out that he is no match for me…_ Somehow, Danny doubts it. Spider-Man is too much like him to call it quits, not even when the odds or so clearly stacked against him.

That's when his earpiece buzzes to life. " _This isn't working!"_ he hears the strained voice of the Scarlet Witch say. _"We need something big. Something to distract them and let Steve and Winter Soldier get away."_ Danny's core thrums in alarm, knowing her to be right and trying to think up of a solution.

" _Alright, I'm taking suggestions. If anyone has a hidden ace up their sleeve, now is the time,"_ Captain America announces gravely.

"I do," Danny admits reluctantly, thinking of his ghostly wail. "But it's more likely to kill them than distract them. Sorry."

 _"Alright. Anyone else?"  
_  
 _"I got something, but my suit is pretty beat up. I don't think I'll be able to swing it- sorry, Cap."_ That is Ant-Man.

" _Understood. Clint, any ideas?"_

Danny shoots a worried glance at his still unconscious friend. "Captain, Agent Barton is knocked out c- CRAP! GIVE THAT BACK RIGHT NOW, COCKROACH-BOY!"

* * *

 _Cockroach-Boy?_ Captain America mouths to Bucky, who merely shrugs and returns his attention to Iron-Man. _"WHAT ARE YOU- NO!"_ Danny's panicked voice continues to sound over their communication line, to the Captain's own rising alarm.

"Danny-" Steve starts.

" _DON'T POINT THAT AT YOUR FACE; YOU'RE GONNA HURT YOURSELF!"_

" _Danny_ -" He tries again.

" _THAT WASN'T AN INVITATION TO POINT IT AT_ _ **ME**_ _!"_

" _DANNY;_ talk to me!"

" _Sorry, Captain."_ Steve is taken somewhat aback by the severely grave and ashamed tone of voice. _"I'm getting back a dangerous piece of ghost hunting equipment from Spider-Man."_ Steve wonders what a _half-ghost_ is doing with something like that in the first place, but pushes the thought aside in favor of more important matters. Danny goes on, _"But I'm worried that-"_ Danny's speech abruptly breaks off, and Steve is about to ask why, but he never does.

What happens next is answer enough.

* * *

 **Girl-of-Action- A combination of rewriting this chapter and me being sick delayed its release, but here it is~ I know, I'm terrible for the cliffhanger. Tis a bad, guilty habit- 'm sorry! X3**

 **Special thank you to** **SPARTAN-626 and Okami Princess for betaing this chapter! For some reason, it's been the hardest one for me yet, but you guys helped me through it- so thanks!**

 **As for the record so far:**

 **Vision vs DP = Vision win**

 **Spider-Man vs DP = DP win**

 **Black Widow vs DP + (kinda) Spider-Man = DP + Spider-Man win**

 **But~ A surprising comeback by Black Widow has lead to round 2 of Spider-Man vs DP, this time with the former having a certain, dangerous ghost hunting weapon… One that he doesn't know the first thing about using. Dun dun dun~**

 ***clears throat* As you guys can probably tell by this point, I'm taking this story in a different direction than the movie has it. I want this to be an actual crossover, and not just Danny being plugged into the MCU... Interpret that as you'd like~**

 **Anyways! Hope you all enjoyed! Next chapter is already completed, beta-ed and longer, so there shouldn't be too much of a wait this time around.**

 **Thanks for reading!**


	5. Chapter 5: At a Press of a Button

**Girl-of-Action- I don't own Danny Phantom or Marvel and never will.**

 **-DIVIDER-**

What a soup container (no matter how high-tech) can do against a rampaging ghost, Peter isn't sure, but as of right now he is determined to make it do _something_. He pops off the lid, running his fingers over it and looking into it. Phantom screams something in the background that has Peter making a legitly confused and comical expression underneath his mask. "DON'T POINT THAT AT YOUR FACE; YOU'RE GONNA HURT YOURSELF!"

 _Is he serious?_ Peter ponders, incredulous. His shoulder where Phantom hit him earlier still smoulders in reminder. _I've been burned, possessed, beat up- and he's worried about this thing? It doesn't look that dangerous..._ Peter points the open thermos at Phantom instead and garners an indignant response that would have Peter snickering if the situation was less bizarre. "THAT WASN'T AN INVITATION TO POINT IT AT **ME**!"

 _It actually sounds like he's… afraid._ Peter thinks with some awe as he continues to run his hands over the thermos until he feels two buttons underneath. He presses one of them. The word RELEASE flashes in all caps onto the Thermos' built-in mini screen. Phantom comes at him in a frenzy (invisibly weaving and bobbing in an attempt to stay out of the line of fire) and Peter _really_ hopes it releases something helpful right about now. He holds tight as a burst of green _explodes_ from the Thermos, along with loud shrieking, obnoxious laughter and eerie howling. Dozens and dozens of - of _monsters_ (that's the only way Peter's racing mind can think to describe them) pours out from the small, initially unassuming, cylinder container.

Then, the ghost that Black Widow is so wary of, is towering over Peter, looking none too pleased. He hits Spider-Man in the gut, hard. While Peter is dazed he grabs him and spins him around, pressing Peter face first against the ground. Peter's arm is twisted painfully behind him until the slightest twinge on his part sends a wave of agony through the younger boy. His arm feels close to breaking, the way it's being held, causing him to wince. Already aching from their earlier fight, getting possessed, tasered and then thrown across the makeshift battlefield, Peter isn't in too good of shape right about now. Not only that, but with his recent possession in mind, Peter is more than a little freaked out. "Hold still!" the familiar voice snaps above. Naturally, Peter doesn't listen. He tries to lash out with his feet, but much to his horror, Phantom's own feet _turn into a tail and wraps tightly around Peter's legs._ The spider tries to head butt Phantom, but gets only a painful warning squeeze on his arm for his trouble. _Phantom is just too strong!_

Peter is snapped out of his panicked frenzy when a guttural snarling sounds to his left. Peter turns to look, and pales underneath his mask at what he sees. A wolf. A huge, glowing wolf, as big as a car with what looks to be green poison dripping from its… large fangs? Peter instinctively attempts to shrink away from it, but without much luck thanks to his current position. Instead, Phantom hovers closer to him, eyes glowing a brighter and brighter neon green. Much to Peter's astonishment, two green laser-looking things proceed to _fire from Phantom's eyes and hit the wolf square in the face._ The wolf goes toppling backward, howling in surprise and (assumedly) pain.

Peter abruptly realizes that Phantom's hold on him is suddenly far less oppressive, and much more _protective_. As soon as this is understood, Peter immediately stops struggling and goes limp to test his theory. Sure enough, Phantom releases his painful death grip on Peter's arm in favor of dealing with oncoming green monsters (ghosts?); although, that doesn't stop Phantom from shooting Peter warning glances every couple of seconds. Obviously, Phantom wants him to stay put. _Not that I can do much of anything anyways, what with his freaky spectral tail-thing wrapped around my legs._ Peter struggles to stay calm.

Phantom, for his part, continues shooting his laser-eyes (which secretly, Peter finds pretty epic) at the incoming monsters, sending them flying back and withering in pain. Then holding his free hand out all jedi-like, the ghost precedes to summon the monster thermos (definitely not soup thermos) with telekinesis. Peter watches as intently as he can from his awkward and uncomfortable position as Phantom presses down on a button and sucks up all the monsters in the immediate area back inside. _So that's what Black Widow was trying to tell me- I could have used it to trap Phantom inside._ Peter finds himself feeling kinda stupid, even though it was a fifty-fifty chance and there was no way for him to have known which button did what… Still, he can't help but beat himself up over it.

At a press of a button, he could have captured arguably the most dangerous member of the Captain's team.

At a press of a button, Peter could have greatly impressed Mr. Stark.

At a press of a button, Spider-Man could have been a big-league hero.

Instead, Peter is the one who is trapped- trapped by a villain who thinks he's doing right, making him all the more dangerous.

 **-DIVIDER-**

Once all the nearby monsters are taken care of, Danny quickly unwinds his spectral tail from Peter's legs and yanks him to his feet. Danny holds Peter's shoulder tightly, looking up at the sky. The area directly above is being blotted out by red, blue, pale white and most predominantly- toxic green, and Danny can't help but feel it's his fault. It is hard to find time and opportunity to release ghosts into the Fenton portal when on the run from the government, especially so when the GiW keeps careful watch of Amity. The last time he was able to release ghosts into the Zone was _weeks_ ago. Now, Danny is paying the price for his negligence.

He turns then to look intently at Spider-Man, wondering how he's going to keep Spider-Man and all the rest safe at once. Spider-Man, seeming to take this intense stare the wrong way, panics slightly and starts blabbering. "Wait a second, man- or, ah, ghost. You don't want to possess _me_. If you do, I'll just be that nagging voice of conscious at the back of your mind, telling you over and over that what you're doing is terribly, _terribly_ wrong!"

Danny blows some of his snowy white bangs out of way, now looking at Spider-Man with half-amusement and half-irritation…. But then Danny processes the other teen shaking underneath his hand. Whether it is because of the physical strain or repressed fear, Danny can't tell. _Probably both_ , he realizes a split-second later. That sombers the ghost boy up quite a bit, not to mention the _guilt_ that mercilessly assaults him. "Look, I'm sorry I overshadowed you. I hate using that power, but it was the only way I could think at the time to get you out of the fight quickly and without killing you," he tries to apologize and rationalize. Even to Danny's ears though, the excuse sounds pretty lame.

"Uh-huh, right," Spider-Man says, not seeming all that convinced that Danny possessing him was done in his best interest. Danny sighs. It isn't like he wasn't expecting this, after all.

"If you don't want to be body-snatched by a ghost, who (unlike me) doesn't care whether you live or die, then stay nearby where I can see you." It was meant to come out as a command. Instead, it sounds like a plea.

Spider-Man jerks at Danny's words, seeming indignant, and sure enough… "Dude. There is no way that I am going to let you _mother-hen_ me! Not to mention, being near you doesn't really seem like the safest place for me lately," Spider-Man snarks sarcastically, shrugging off Danny's hand from his shoulder and backing away. Usually he has more patience, but having his head smacked repeatedly against concrete probably hasn't done much good for said patience.

Danny frowns darkly, his previous overprotectiveness transforming into cold anger. "You want to be in the thick of it, _Cockroach-Boy?_ " Danny ignores a slight, annoyed glare at the nick-name. "Fine," he grinds out. " _You_ let them out, so it only makes sense that _you'll_ help me put them away! Take this." Spider-Man reflexively catches the silver, metal band thrown his way. It, along with others like it, had been attached to Danny's belt.

"What do I-?"

"Slide it over your wrist," Danny orders shortly.

Spider-Man mulls over his options, glancing quickly over the battlefield. All of the previous battles had broken off in favor of fending off the freed ghosts… And no one but Danny has had any real success. Against Spider-Man's better judgement, he slides it over his wrist, jerking in surprise when it automatically shrinks down to his exact size. "Ok, now what?"

"There is a camouflaged button on the bottom-"

"Got it- wowa!" A miniature laser rises appears from the wristband. Spider-Man gaps behind his mask, trying to comprehend how something like that could appear from such a thin bracelet. "How is this even possible? What's its power source? How does it-" Spider-Man starts to babble again, the science nerd in him shining bright as day.

Danny snorts. "Of course. You're more interested in that than the existence of ghosts," he mutters while scanning the area, fending off any ghosts that come near with a few well-aimed ecto-blasts.

"Well, I've gotten used to the idea of ghosts thanks to you," Spider-Man grumbles, rubbing the back of his head. " _Too_ used to it, in fact."

Danny's cold countenance instantly melts. Sure, he is still upset about Spider-Man almost capturing him and freeing the ghosts instead, but Danny has never been good at holding grudges... Not to mention Spider-Man has just as many reasons to be angry at _him._ Danny clears his throat. "Press the button again to fire it and lightly push the laser down to trigger it to go back inside. Got it?"

"Yeah."

"Awesome. You should go get Black Widow. I, uh, tied her up again, and you probably won't be able to free her this time. She's where we left her. If you run into anyone being oversha- possessed, just fire at them. The wrist-ray is designed not to hurt humans, and it may even free instead." Spider-Man nods in understanding, and he is off, firing his borrowed wrist-ray with remarkable precision. _No surprise there, with his senses._ Although, Danny is still impressed. He would have thought that Spider-Man would struggle a little more with all that he has been through recently…

Brushing that thought and the guilt that accompanies it aside, Danny contacts the Captain through his (miraculously) still functioning earpiece. "Captain, this is your chance! You can go for the jet."

 _"Already on it, but what about the ecto-control act? And all these ghosts?"_ he inquires worriedly.

"Don't worry. I'll take care of the ghosts, and I have no intentions of being captured. I can escape without a trace- I'm a Phantom, after all," Danny returns in a carefree, confident tone. The confidence he is so obviously radiating seems to allay the Captain's concerns. "Ant-Man, I'm gonna hand you a Fenton wrist-ray. Here's how it works." Danny quickly explains, flying up to the man and handing it to him. "Grab Falcon and Agent Barton. I have a plan to get the rest of you guys outta here."

"Alright, kiddo. I'm with you." Danny nods appreciatively as he hands over the wrist-ray and Ant-Man goes racing off. Cat-Man lets him go, too caught up avoiding a pack of ghost dogs. Danny shoots a volley of ecto-blasts to give the man some breathing room. _I guess Cat-Man and ghost-dogs don't mix_ , Danny thinks wryly.

"Scarlet-" Phantom starts.

 _"I'm staying behind with Phantom."_

"What? No way!" Danny balks, almost dropping the thermos he is using to suck up the ghost dog pack.

Surprisingly enough, it's not Scarlet who protests to Danny's refusal. _"Danny, if she thinks she can actively help, you need to hear her out and work her into your plan."_ Steve patiently explains to Danny, even as he smacks away an unsuspecting humanoid ghost on the back of the head and throws his shield to a charging bull ghost. The bull ghost goes intangible, but a human actually fighting back surprises it enough to make it hesitate. The shield, against the laws of nature, is back in the Captain's hands a moment later, (not that the laws of nature have much control at the moment, anyways).

For a brief moment, Danny struggles with himself. On one hand, the life of anyone who stays behind is now truly at risk. Many of these ghosts could not care less if someone lives or dies. On the other hand, Scarlet is Danny's teammate now. He needs to respect her and work alongside her as he would with Sam, versus some damsel in distress in need of saving like Paulina. Not to mention, she already more than proved herself by saving him! Danny is being ridiculous, and he knows it. _I can't let my ghost obsession get the best of me,_ he decides firmly. "You're right," Danny quickly relents. "I'm sorry, Scarlet; go ahead."

 _"I can sense these…"_

"Ghosts," Danny supplies. He tackles yet another of said entities and stuffing it back into his Thermos. _There's so many. I didn't realize I caught so many ghosts within only a few weeks!_ He thinks to himself, straining to hear what Scarlet is saying meanwhile.

 _"Yes, and my powers are effective against them. I can also sense where they are and strongly feel what each wants. They're so-"_ Danny feels a sinking sensation in the pit of his stomach, knowing what is coming and this time stays silent as she grasps for a word. _"Obsessive."_ Danny winces a bit. It's one thing for him to know- another to hear somebody he admires verbally proclaim it. What will they think of him now? By this point in time, his teammates must have guessed that he also shares this trait, if to a somewhat less noticeable extent thanks to his human half.

 _Well, since the cat is already out of the bag… Or more like the ghosts out of the Thermos._ He clears his throat some. "You can use that against them," Danny admits, trying to hide his reluctance at giving such information. "A ghost's obsession is their greatest strength _and_ their greatest weakness. Most will do anything to fulfill it. An-y-thing." He sounds out the word with emphasis, then pauses. "Remember that."

 _"Understood,"_ Scarlet assures, seeming thoughtful and determined.

 _"Danny, I got Falcon and Hawkeye. What's next?"_ Ant-Man pipes up a moment later, sounding anxious, and no wonder. He is running away from a small group of vampire-bat ghosts, and he can't exactly use the Fenton wrist-ray very well while carrying a fully grown man over each shoulder.

" _Bucky and I are taking off,"_ Captain America informs right after, and Danny can hear how much it is killing him to leave his other teammates behind.

 _Show time,_ Danny thinks, pulling back from an attack he was about to unleash on snake ghost, that promptly slithers off in fright. Danny fires off orders, briefly falling into the role of leader- a rare occurrence for him, since even though 'Team Phantom' functions like a well-oiled machine when together, they never really decided on a leader. "Ant-Man, head toward the Captain's jet. Captain, take off a bit slower than you normally would. Scarlet, try to keep the ghosts and anyone else away from the jet." He gets a string of affirmatives as he springs into action. Danny flies to Ant-Man's side in a rush. "Hold on tight," is the Phantom's only warning. He picks the three of them up with ease, turning all intangible and flying them into the jet. He gently sets them down right behind the cockpit, the Captain looking over his shoulder in silent surprise. The expression quickly transforms into a small smile of approval. Danny offers a cheeky grin and salute before intangibly leaving the jet. He's just in time to block Vision's energy attack with an ectoplasmic shield. Fortunately, Danny doesn't have to keep the defense up for long. The jet is gone from sight a few seconds after.

Danny hovers in the sky, looking down now at the mass of angry ghosts that were so recently stored away in Thermos, some for weeks. A good portion had scattered and flew away as soon as they were set free, but the majority had stayed to take out their frustration on their environment and the few clueless humans around. Danny's hands form tight fists, then erupts into green fire. _Well, Agent Barton warned this wouldn't be easy…_ With intense concentration and a quick ' _please let this work'_ , Danny tries to duplicate.

 **-DIVIDER-**

 **~OMAKE~**

With a sneaky smile on his face, Scott carefully pries the soup thermos from the sleeping Danny's hold. The last couple of days have been crazy for Scott, and he hasn't had a chance to eat since yesterday morning. He's starving! And the mere idea of having something even as mundane as soup makes him salvate. "Are you seriously going to steal the kid's lunch?" Clint asks in exasperation from the driver seat of the van they are in.

Scott freezes at the attention. Wanda glances back at him from the front passenger seat with a disapproving frown. "Um, no?" Wanda's frown intensifies when Scott doesn't make a move to set the Thermos back down. "Just _sharing it_ with him. I won't eat it all…. Oh, come on! Don't give me that look. I haven't had some grub since yesterday morning," he whines. "I need to have _something_ to eat before the big showdown if I'm to do my best."

Wanda just shakes her head some, but concedes the point. "That's one strange looking Thermos," she mutters.

Scott snorts. "No kidding, but I'm not gonna judge." He shakes it some, trying to pry the lid open. "How do you…?"

"Have you tried one of the buttons?" Wanda suggests.

Scott chuckles sheepishly. "Right, right, the buttons…" Wanda rolls her eyes. Scott presses one. The word RELEASE flashes on screen. Scott smiles, pleased. "There, I got i-"

The van explodes in a shower of neon green.

"YOU DARE TRY TO EAT ME?! PATHETIC MORTAL; YOU SHALL PAY!"

 **~END~**

 **Girl-of-Action- Whoops. Somebody's in trouble~**

 **Anyways, hope you enjoyed the chapter and omake! Sorry for getting it all out rather late. I have no excuse. Just not enough inspiration for a while there, honestly. X3 Credit goes to the Okami Princess again for betaing this chapter~ Although I did add some stuff afterwards, specifically the omake. If someone wants to beta the next chapter for me, feel free to say so in a review or pm.**

 **Thanks again for all the favs/follows/reviews!**


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